- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM 10-K/A
(Amendment No. 1)
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1997
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to ____________
Commission File Number: 0-10669
------------------------------
CB&T, INC.
(Exact name of registrant as specified in its charter)
Tennessee 62-1121054
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 East Main Street
McMinnville, Tennessee 37110
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (931) 473-2147
------------------------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Name of each exchange on which registered:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $2.50 par value
(Title of Class)
------------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. |X|
The aggregate market value of shares of the Registrant's Common Stock held
by nonaffiliates, as of March 2, 1998, was approximately $31,746,383. As of
March 2, 1998, 264,113 shares of Common Stock, $2.50 par value, were
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
- --------------------------------------------------------------------------------
<PAGE>
CB&T, Inc. ("CB&T") hereby amends and restates in its entirety each of the
following items of CB&T's Annual Report on Form 10-K filed with the Securities
and Exchange Commission on or about March 24, 1998.
PART I
ITEM 2. PROPERTIES
CB&T owns the land and building located at 101 East Main Street,
McMinnville, Tennessee, which houses CB&T's principal executive offices. CB&T
also owns the land and buildings in McMinnville, Tennessee that house the West
Main and Mount Leo full service branch operations of CB&T, the building in
McMinnville, Tennessee that houses CB&T's Plaza branch, and the land and
building in Smithville, Tennessee that houses CB&T's DeKalb branch. CB&T leases
land and buildings, pursuant to renewable leases, in McMinnville, Tennessee for
its Three Star Mall branch and its Super Center branch, and land, pursuant to a
renewable lease, in McMinnville, Tennessee for its Plaza branch. Management
believes CB&T's facilities are adequate for its current needs.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
(a) Market Information
There is no established public trading market for CB&T's Common Stock and
the Common Stock is not traded on any securities exchange. The price range of
the known sales of the Common Stock for each quarter of 1996 and 1997 are set
forth below.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Year 1st Qtr. 2nd Qtr. 3rd Qtr. 4th Qtr.
---- -------- -------- -------- --------
Ended High Low High Low High Low High Low
----- ---- --- ---- --- ---- --- ---- ---
1997 $ 120.00 - 115.40 $ 120.00 - 117.26 $ 120.20 - 120.00 $ 120.20 - 120.20
1996 $ 106.08 - 76.00 $ 108.79 - 100.00 $ 115.40 - 108.79 $ 115.40 - 115.40
</TABLE>
(b) Shareholders
At December 31, 1997, there were approximately 625 shareholders of record
of the Common Stock of CB&T.
(c) Dividends
CB&T paid dividends on its Common Stock of $5.00 per share in the first
quarter of 1997 and $2.50 per share in the third quarter of 1997 for an
aggregate per share dividend of $7.50 per share in 1997. CB&T paid dividends of
$4.46 per share in the first quarter of 1996 and $2.04 per share in the third
quarter of 1996 for an aggregate per share dividend of $6.50 per share in 1996.
CB&T expects to continue to pay regular semi-annual cash dividends. However,
there is no assurance as to the payment of future dividends because the payment
of future dividends will be at the sole discretion of CB&T's Board of Directors
and will depend on, among other things, CB&T's earnings, operations, capital
requirements, financial condition, restrictions in then existing financing
agreements, and other factors deemed relevant by the Board of Directors.
1
<PAGE>
PART III
ITEM 11. EXECUTIVE COMPENSATION
Director Compensation
---------------------
CB&T pays no fees to Directors or Advisory Directors for service on the
Board or Committees of the Board. Each Director or Advisory Director of CB&T,
however, is also a Director or Advisory Director of City Bank & Trust Company, a
wholly-owned subsidiary of CB&T ("City Bank"), and, as such, receives $1,500.00
for each meeting of City Bank's Board of Directors attended. In addition, City
Bank pays all non-employee members of the standing committees of City Bank
$150.00 for each meeting attended that continues longer than one hour. During
the fiscal year 1997, City Bank paid total cash Directors' fees of $163,275.00
and Directors' fees were deferred in the amount of $105,475.00 under City Bank's
Director's Deferred Compensation Plan.
City Bank's Director's Deferred Compensation Plan was amended and
terminated as of January 7, 1998. However, unlike a strict termination in the
traditional sense, the amendment stops all future deferrals, but continues the
Deferred Compensation Plan for amounts deferred prior to January 7, 1998. Hence,
existing distributions, funded by insurance policies owned by CB&T on the lives
of the Directors, will occur at the scheduled time, rather than being made in an
immediate payout to terminated participants who have not yet begun receiving
benefit payments. Furthermore, according to the terms of the Deferred
Compensation Plan, Directors are treated as if they terminated service on the
date of termination of the Deferred Compensation Plan. Therefore, death benefits
are removed and the projected benefits are reduced.
Compensation of Executive Officers
----------------------------------
The following table sets forth the aggregate remuneration accrued or paid
by City Bank during the fiscal years ended December 31, 1997, 1996, and 1995 to
the President and Chief Executive Officer, Jeffrey A. Golden, and to the other
highest compensated executive officers who received aggregate remuneration in
excess of $100,000 for the fiscal year ended December 31, 1997.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation
Name of Individual and Principal Year Salary Bonus All Other
Position Compensation (1)
<S> <C> <C> <C> <C>
Jeffrey A. Golden 1997 $138,000.00 $10,350.00 $31,718.06
Chairman of the Board, President 1996 133,500.00 10,012.50 22,499.35
and Chief Executive Officer 1995 130,000.00 9,750.00 20,684.04
Larry E. Brown 1997 $93,000.00 $6,975.00 $28,107.30
Director of Bank and Executive Vice 1996 90,000.00 6,750.00 21,147.71
President 1995 86,500.00 6,487.50 15,518.76
James H. Hillis(2) 1997 $83,500.00 $6,262.50 $23,213.44
Director and Treasurer 1996
1995
2
<PAGE>
<FN>
(1) All Other Compensation for Mr. Golden and Mr. Brown and Mr. Hillis includes
Director fees for the Bank both cash paid and deferred fees, deferred
compensation paid pursuant to the Corporation's 401(k) plan, a premium
payment for life insurance, use of a bank vehicle and country club dues.
(2) The aggregate remuneration accrued or paid by City Bank to Mr. Hillis did
not exceed $100,000 in fiscal years 1995 or 1996.
</FN>
</TABLE>
Employment Contracts and Termination of Employment and Change-in
Control Arrangements
----------------------------------------------------------------
When the Board of Directors of CB&T concluded that a sale of CB&T was a
viable alternative, the Board also concluded that steps should be taken to
enhance the likelihood of retention of key employee service during negotiation
with potential acquirors in order to minimize any disruption to the service
delivery by CB&T's employees. Accordingly, at its September 5, 1997 meeting, the
Board directed the Special Acquisitions Committee (the "Committee") to review
and make a recommendation to the Board regarding appropriate plans to protect,
retain or terminate employees with as little as possible disruption to CB&T's
and City Bank's operations.
The Committee met on September 8, 1997 and, at a meeting of the full Board
on September 9, 1997, recommended that a $170,000 amount be made available for
bonuses to be paid upon consummation of a sale or merger for the efforts of key
executive officers of CB&T and/or City Bank in connection with a sale or merger
of CB&T ("Retention Bonus Plan").
The Retention Bonus Plan was adopted by the Board, which directed the
Committee to approve any disbursements under the Retention Bonus Plan. At its
September 18, 1997 and January 2, 1998 meeting, the Committee approved cash
bonuses to be paid upon consummation of a sale or merger of CB&T, in the
aggregate, as follows:
<TABLE>
<CAPTION>
Officer CB&T/City Bank Amount
------- -------------- ------
<S> <C> <C>
Jeffrey Golden President, Chairman and Chief Executive Officer* $130,000
Larry Brown Director, Executive Vice President* 12,500
James Hillis Director, Treasurer/Director, Senior Vice President 10,000
Glynna Lee /Compliance Officer 7,000
Jerry Brown /Chief Financial Officer 5,000
Ken Smith /Senior Vice President Trusts, Investments 5,000
<FN>
*Position with each of CB&T and City Bank.
</FN>
</TABLE>
In addition, the Committee recommended that a severance policy plan be
adopted by the Board providing for certain payments to terminated employees. The
Board adopted these recommendations at its September 9, 1997 meeting and
instructed counsel to prepare a formal severance pay plan for review at its next
regular meeting. The CB&T, Inc. Employee Severance Pay Plan was adopted by the
Board, effective October 31, 1997. Under the terms of the CB&T, Inc. Employee
Severance Pay Plan, non-officer employees, non-executive officers, and executive
officers other than the Chief Executive Officer, who is ineligible under the
Plan, may receive severance benefits payable in single lump sum cash payments.
None of the executive officers named in the Summary Compensation Table will
receive severance benefits under the Plan in excess of $100,000.
The Committee also recommended and the Board approved a Severance Agreement
for the Chief Executive Officer as of November 12, 1997 providing certain
monetary protection for Mr. Golden as Chief Executive Officer of CB&T, in the
event of the termination of Mr. Golden without cause or relocation in connection
with a sale or merger of CB&T. Under the terms of Mr. Golden's Severance
Agreement, if CB&T or City Bank undergoes a change-in-control on or before
October 31, 1999 and if Mr. Golden remains in continuous service as the Chief
Executive Officer until the effective date of the change-in-control and is
3
<PAGE>
thereafter "terminated without good cause," which definition generally includes
termination of employment or a substantial reduction in duties, salary or
benefits, or a change in the location at which he performs his services for any
reason other than intentional fraud, intentional damage to property of CB&T or
City Bank, intentional wrongful disclosure of confidential information, willful
violation of a law, intentional breach of fiduciary duty involving personal
profit or gross misconduct, then CB&T is obligated to pay Mr. Golden a lump sum
cash payment equal to his monthly base pay (which is currently $12,083.33),
multiplied by 36 less the number of months that have elapsed from the effective
date of the change-in-control to the termination date, plus an additional amount
to cover the excise tax, if any, and all federal, state and local income taxes
assessed on the severance payment.
Compensation Committee Interlocks and Insider Participation
-----------------------------------------------------------
Decisions on compensation of City Bank's executives are made by a six
member Personnel/Nominating Committee of the Board. The following persons were
members of the Personnel/Nominating Committee during the 1997 fiscal year: J.
Paul Holder, James A. Dillon, Jr., Charles D. Haston, John R. Collier, Jr., Leon
Stribling, and James H. Hillis, Treasurer of CB&T and Senior Vice President of
City Bank.
During the 1997 fiscal year, none of the executive officers of CB&T or City
Bank served as a director, on the compensation committee, or any other committee
of the board of directors performing similar functions of another entity, one of
whose executive officers served as a director on the Personnel/Nominating
Committee of CB&T or City Bank.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of Common Stock as of December 31, 1997 by (i) each person known by
CB&T to own beneficially five percent or more of the outstanding Common Stock of
CB&T; (ii) each of CB&T's directors; (iii) each of the executive officers named
in the Summary Compensation Table; and (iv) all directors and executive officers
as a group. The address of each person listed below is 108 E. Main Street,
McMinnville, Tennessee 37110.
<TABLE>
<CAPTION>
Shares Beneficially
Owned (1)
-----------------------------------------------
Percent
Name Number of Class
- ------------------------------------------------ ----------------- -----------------------
<S> <C> <C>
J. Paul Holder(2) 14,422 5.46
Robert W. Boyd, Sr.(3) 1,900 *
Larry E. Brown 1,419 *
John R. Collier, Jr.(4) 2,088 *
Jeffrey A. Golden(5) 2,009 *
Charles D. Haston(6) 452 *
James H. Hillis(7) 1,000 *
M. Thomas Mullican(8) 10,438 3.95
James A. Puckett 194 *
Leon B. Stribling 2,401 *
James E. Walling 765 *
All current directors and executive officers
as a group
(11 persons) (2)(3)(4)(5)(6)(7)(8) 37,088 14.04
- ------------------
<FN>
* Represents less than one percent.
4
<PAGE>
(1) Based on 264,113 shares of Common Stock outstanding on December 31, 1997.
Beneficial ownership is determined in accordance with the rules of the
Commission and generally includes voting or investment power with respect
to securities. Except as indicated in the footnotes to this table and
subject to applicable community property laws, the persons named in the
table have sole voting and investment power with respect to all shares of
Common Stock beneficially owned.
(2) Includes 36 shares registered to Steven Thomas Holder, Trust UMGA (Mr.
Holder's grandson) and J. Paul Holder, Trustee.
(3) Shares are registered to Robert W. Boyd, Sr. or Elinor Boyd, Mr. Boyd Sr.'s
wife.
(4) Includes 100 shares registered to Suzanne E. Collier Reynolds, Mr. Collier,
Jr.'s daughter, and 300 shares registered to Pleasant Cove Nursery, Inc.,
of which Mr. Collier, Jr. is the President.
(5) 1,404 shares are registered to Jeffrey A. Golden WROS Linda Golden, and 605
shares are registered to Linda Golden WROS Jeffrey A. Golden.
(6) Includes 92 shares registered to Charles D. Haston, a general partnership.
(7) Shares are registered to James H. or Carolyn Hillis, Mr. Hillis' wife.
(8) Includes 270 shares registered to Connie W. Mullican, Mr. Mullican's wife.
</FN>
</TABLE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
(1) Financial Statements:
The following consolidated financial statements were previously filed
as part of CB&T's Form 10-K:
Consolidated Balance Sheets as of December 31, 1997 and 1996.
Consolidated Statements of Income for the years ended December 31,
1997, 1996 and 1995.
Consolidated Statements of Shareholders' Equity for the years ended
December 31, 1997, 1996 and 1995.
Consolidated Statements of Cash Flows for the years ended December 31,
1997, 1996 and 1995.
Notes to Consolidated Financial Statements.
(2) Financial Statement Schedules:
Not applicable.
5
<PAGE>
(3) Exhibits:
The exhibits are listed on the Exhibit Index attached hereto.
(b) Reports on Form 8-K:
The Registrant did not file any reports on Form 8-K during the
quarterly period ended December 31, 1997.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amended report to be
signed on its behalf by the undersigned, thereunto duly authorized, on April 28,
1998.
CB&T, INC.
By: /s/ Jeffrey A. Golden
-------------------------------------------------------
Jeffrey A. Golden, Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Jeffrey A. Golden Chairman of the Board, President April 28, 1998
- --------------------- and Chief Executive Officer
Jeffrey A. Golden (Principal Executive and Financial
Officer)
/s/ Jerry N. Brown Senior Vice President of City Bank April 28, 1998
- --------------------- & Trust Company (Principal
Jerry N. Brown Accounting Officer)
/s/ Robert W. Boyd, Sr. Director April 28, 1998
- -----------------------
Robert W. Boyd, Sr.
/s/ Larry E. Brown Director April 29, 1998
- -----------------------
Larry E. Brown
/s/ John R. Collier, Jr. Director April 29, 1998
- ------------------------
John R. Collier, Jr.
/s/ James A. Dillon, Jr. Director April 29, 1998
- ------------------------
James A. Dillon, Jr.
/s/ Jeffrey A. Golden Director April 28, 1998
- ------------------------
Jeffrey A. Golden
/s/ Charles D. Haston Director April 29, 1998
- ------------------------
Charles D. Haston
/s/ James H. Hillis Director April 29, 1998
- ------------------------
James H. Hillis
<PAGE>
/s/ J. Paul Holder Director April 28, 1998
- ------------------------
J. Paul Holder
/s/ M. Thomas Mullican Director April 28, 1998
- ------------------------
M. Thomas Mullican
/s/ James A. Puckett Director April 28, 1998
- ------------------------
James A. Puckett
/s/ Leon B. Stribling Director April 29, 1998
- ------------------------
Leon B. Stribling
Director April ___, 1998
- ------------------------
James E. Walling
</TABLE>
<PAGE>
INDEX TO EXHIBITS
The following documents are filed as a part of this report. Exhibits not
required for this report have been omitted.
Exhibit
Number Description
- -------- -----------
3.1 -- Amended and Restated Charter of the Registrant.
3.2 -- Amended and Restated Bylaws of the Registrant, effective as of
February 10, 1998.
+10.1 -- Severance Agreement for Chief Executive Officer, dated as of
November 12, 1997.
+10.2 -- CB&T, Inc. Employee Severance Pay Plan, dated as of October
31, 1997.
21 -- Subsidiaries of the Registrant.
27 -- Financial Data Schedule
- -----------------------------
+Compensation plan, benefit plan or employment contract or arrangement.
AMENDED AND RESTATED
CHARTER OF
C B & T, INC.
Pursuant to the Tennessee Business Corporation Act, the undersigned
corporation hereby adopts the following as its charter:
1. The name of the corporation is C B & T, Inc.
2. The maximum number of shares that the corporation shall have the
authority to issue is:
One million (1,000,000) shares of common stock, with a par value of
two and 50/100 dollars ($2.50) per share, all of which shall have
equal rights and privileges with each other share and which have
unlimited voting rights and which are entitled to receive the net
assets of the corporation upon dissolution.
3. The street address of the registered office of the corporation shall be
101 East Main Street, McMinnville, Warren County, Tennessee 37110. The name of
the corporation's registered agent at its registered office is Jeffrey A.
Golden.
4. The address of the principal office of the corporation is 101 East
main Street, McMinnville, Warren County, Tennessee 37110.
5. The corporation is for profit.
6. The purposes for which the corporation is organized are:
(a) To carry on the business of a bank holding company, as defined in
the Bank Holding Company Act of 1956, as amended, and to do all
acts and things now and hereinafter permitted to be done by such
a company.
(b) To exercise all powers granted to such corporations by and under
applicable law, to act as principal, as a member of a joint
venture or as agent for others, including, but not limited to the
acquisition, ownership, operation, management, and disposition of
all types of enterprises, properties, and investments, such as
real estate, leasehold interests as either lessor or lessee, and
all other types of interests in real estate; all kinds of
tangible property, including without limitation, equipment,
fixtures, machinery, livestock, commodities, minerals, timber,
motor vehicles, aircraft, computers, ships, and any other
vessels; and intangible property such as stocks, bonds,
mortgages, notes, contracts, evidences of indebtedness, options,
securities, debentures, and any forms or variations of any of the
above, and any other asset, enterprise, or investment which a
holding company may own, manage, or in which it may have an
interest.
-1-
<PAGE>
(c) To acquire by purchase, subscription, or otherwise, and to
receive, hold, own, guarantee, sell, assign, exchange, transfer,
mortgage, pledge, or otherwise dispose of or deal in and with any
and all securities, as such term is hereinafter defined, issued
or created by any corporation, firm, association, or other
entity, public or private, whether formed under the laws of the
United States of America or of any state, commonwealth,
territory, dependency, or possession thereof, or of any foreign
country, or of any political subdivision, territory, dependency,
possession, or municipality thereof, or issued or created by the
United States of America or any state or commonwealth thereof, or
any foreign country, or by any agency, subdivision, territory,
dependency, possession, or municipality of any of the foregoing;
and as owner thereof to possess and exercise all the rights,
powers, and privileges of ownership, including the right to
execute consents and vote thereon. The term "securities" as used
in this charter shall mean any and all notes, stocks, treasury
stocks, bonds, debentures, evidences of indebtedness,
certificates of interest or participation in any profit-sharing
agreement, collateral trust certificates, preorganization
certificates or subscriptions, transferable shares, investment
contracts, voting trust certificates, certificates of deposit for
a security, or, in general, any interests or instruments commonly
known as "securities," or any and all certificates of interest or
participation in, temporary or interim certificates for, receipts
for, guaranties of, or warrants or rights to subscribe to or
purchase, any of the foregoing. The terms "securities, contracts,
and properties" and all other terms above listed as assets and
forms of property which the corporation may own or have an
interest in shall be given their broadest connotation and
construction and shall include fractional undivided interests in
lands or minerals, temporary or interim in lands or minerals,
temporary or interim certificates, subscriptions, voting trust
certificates, options, warrants, and any and all contracts
(written or unwritten), or documents relating to or evidencing
investments of all kinds.
(d) To make, establish, and maintain investments in securities, and
to supervise and manage such investments.
(e) To cause to be organized under the laws of the United States of
America or of any state, commonwealth, territory, dependency, or
possession thereof, or of any foreign country, or of any
political subdivision, territory, dependency, possession, or
municipality thereof, one or more corporations, firms,
organizations, associations, or other entities and to cause the
same to be operated and/or to be dissolved, wound up, liquidated,
merged, or consolidated.
(f) To acquire by purchase or exchange, or by transfer to, or by
merger or consolidation, with, the corporation or any
corporation, firm, organization, association, or other entity
owned or controlled, directly or indirectly, by the corporation,
or to otherwise acquire, the whole or any part of the business,
good will, rights, or other assets of any corporation, firm,
organization, association, or other entity; to operate and/or
-2-
<PAGE>
carry on the business of same, and to undertake or assume in
connection therewith the whole or any part of the liabilities and
obligations thereof; to effect any such acquisition in whole or
in part by delivery of cash or other property, including
securities issued by the corporation, or by any other lawful
means.
(g) To aid by loan, subsidy, guaranty, or in any other lawful manner,
any corporation, firm, organization, association, or other entity
of which any securities are in any manner directly or indirectly
held by the corporation, or in which the corporation,
association, or entity may be or become otherwise interested; to
guarantee the payment of dividends on any stock issued by any
such corporation, firm, organization, association, or entity; to
guarantee, with or without recourse, against any such
corporation, firm, or organization, association, or entity, or to
assume the payment of the principal of, or the interest on, any
obligations issued or incurred by such corporation, firm,
organization, association, or entity; to do any and all other
acts and things for the enhancement, protection, or preservation
of any securities which are in any manner, directly or
indirectly, held, guaranteed, or assumed by the corporation, and
to do any and all acts and things designed to accomplish any such
purpose.
(h) To borrow money for any business, object, or purpose of the
corporation from time to time, without limit as to amount; to
issue any kind of evidence of indebtedness, whether or not in
connection with borrowing money, including evidences of
indebtedness convertible into stock of the corporation, to secure
the payment of any evidence of indebtedness by the creation of
any interest in any of the property or rights of the corporation,
whether at that time owned or thereafter acquired.
(i) To render service, assistance, counsel, and advice to, and to act
in any capacity as representative or agent (whether managing,
operating, financial, purchasing, selling, advertising, or
otherwise) of, any corporation, firm, organization, association,
or other entity.
(j) To engage in any lawful business and, in connection therewith, to
do any lawful act in furtherance of or otherwise necessary or
convenient to such business.
(k) To engage in management consulting and to provide management for
any business, enterprise, venture, or asset in which the
corporation shall be interested, either for its own account or
for the account of others.
The corporation shall possess and may exercise all powers and privileges
necessary or convenient to effect any or all of the foregoing purposes, or to
further any or all of the foregoing powers, and the enumeration herein of any
specific purposes or powers shall not be held to limit or restrict in any manner
the exercise by the corporation of the general powers now or hereafter conferred
-3-
<PAGE>
by the laws of the State of Tennessee upon corporations formed under the
Tennessee Business Corporation Act, as the same shall or may be from time to
time amended and/or recodified.
7. For the management of the business and for the conduct of the affairs of
the corporation, and in further definition, limitation, and regulation of the
powers of the corporation and of its Directors, and of its shareholders or any
class thereof, as the case may be, it is further provided:
(a) The management of the business and the conduct of the affairs of
the corporation, including the election of the Chairman, the
President and Chief Executive Officer, the Treasurer, the
Secretary, and other principal officers of the corporation, shall
be vested in its Board of Directors. The number of Directors
which shall constitute the whole Board of Directors shall be
fixed by, or in the manner provided in, the by-laws.
(b) Whenever the Board of Directors is required or permitted to take
any action by vote, such action may be taken without a meeting on
written consent, setting forth the action so taken, if all the
Directors entitled to vote thereon consent to the taking of
action on written consent without a meeting. Any such action
shall be as valid and effective as any resolution duly adopted at
an annual or regularly scheduled or special meeting of the Board
of Directors.
(c) The Board of Directors shall have the power by majority vote of
the Directors present at a meeting at which a quorum is present
to adopt, amend, or repeal any of the by-laws of the corporation,
but any by-law adopted by the Board of Directors may be amended
or repealed by the shareholders.
(d) The corporation from time to time may provide either directly or
through the purchase of insurance, for the indemnification of
Directors, officers, employees, and agents of the corporation and
of any of its subsidiaries to the fullest extent permitted by
law.
(e) Each holder of the common stock of the corporation shall have one
vote in respect of each share of stock held by him of record on
the books of the corporation on all matters to be voted upon by
the shareholders.
(f) The Board of Directors shall have authority to issue bonds,
debentures, notes, or other obligations of the corporation, and
to fix all the terms thereof, including without limitation the
convertibility or non-convertibility thereof. Any and all shares
of stock so issued for which the consideration so fixed has been
paid or delivered shall be deemed fully paid and not liable to
any further call or assessment.
(g) Any part of the authorized capital stock and any bonds,
debentures, notes, or other obligations of the corporation may at
any time, to the extent permitted by law, be issued, optioned, or
reserved for sale, sold, or disposed of by the corporation
pursuant to appropriate action by the Board of Directors, to such
parties and upon such terms as the Board of Directors shall deem
proper.
-4-
<PAGE>
(h) The corporation shall have the right to purchase its own shares
to the extent of unreserved and unrestricted earned or capital
surplus available therefore and to the extent otherwise permitted
by law.
(i) Any Director may be removed with cause by a majority vote of the
entire Board of Directors.
8. To the fullest extent that the Tennessee Business Corporation Act as it
exists on the date hereof or as it may hereafter be amended permits the
limitation or elimination of the liability of Directors, a Director of the
corporation shall not be personally liable to the corporation or its
shareholders for monetary damages for a breach of fiduciary duty as a Director,
except for liability (i) for any breach of the Director's duty of loyalty to the
corporation or its shareholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, or (iii)
under Section 48-18-304 of the Tennessee Business Corporation Act, as the same
exists or hereafter may be amended. If the Tennessee Business Corporation Act
hereafter is amended to authorize the further elimination or limitation of the
liability of Directors, then the liability of a Director of the corporation, in
addition to the limitation on personal liability provided herein, shall be
limited to the fullest extent permitted by the amended Tennessee Business
Corporation Act. This Paragraph 8 shall not eliminate or limit the liability of
a Director for any act or omission occurring prior to the date when this
Paragraph 8 became effective, if such a limitation or elimination of liability
of a Director for such acts or omission is prohibited by Tennessee law as then
in effect. Any repeal or modification of this Paragraph 8 by the shareholders of
the corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a Director of the corporation existing
at the time of such repeal or modification.
April 26, 1988 C B &T, Inc.
By: /s/ Jeffrey A. Golden
---------------------------------------------
Jeffrey A. Golden
Title: President and Chief Executive Officer
-5-
<PAGE>
CERTIFICATE OF RESTATEMENT OF
CHARTER OF C B & T, INC.
C B & T, Inc. (the "corporation") hereby certifies that the Amended and
Restated Charter of the corporation contains amendments to the charter of the
corporation requiring shareholder approval, and that the Amended and Restated
Charter was duly adopted by vote of the corporation's shareholders at its annual
meeting on April 12, 1988.
April 26, 1988 C B & T, Inc.
By: /s/ Jeffrey A. Golden
---------------------------------------------
Jeffrey A. Golden
Title: President and Chief Executive Officer
-6-
AMENDED AND RESTATED BY-LAWS
OF
C B & T, INC.
ARTICLE I: MEETINGS OF SHAREHOLDERS
1. Annual Meeting - The annual meeting of the shareholders shall be held
at such time and place, either within or without the State of Tennessee, as may
be designated from time to time by the Directors, consistent with state and
federal law. Unless the time is otherwise specified by the Directors, the
meeting shall be held on the second Tuesday in April of each year, at the main
office of the Company.*
2. Special Meetings - Special meetings of the shareholders may be called
by the President, a majority of the Board of Directors, or by the holders of not
less than one-tenth (1/10) of all the shares entitled to vote on any issue
proposed to be considered at such a meeting. The Directors shall designate the
place of a special meeting.
3. Notice of Shareholders Meeting - Written or printed notice stating the
place, date, and time of the meeting, and, in the case of a special meeting, the
purpose or purposes for which the special meeting is called and the person or
persons calling the special meeting, shall be delivered either personally or by
mail by or at the direction of the President, the Secretary, or the officer or
person calling the meeting to each shareholder entitled to vote at the meeting.
If mailed, the notice shall be delivered not less than ten (10) days nor more
than two (2) months before the date of the meeting, and the notice shall be
deemed to be delivered when deposited in the United States mail, postage
prepaid, addressed to the shareholder at his address as it appears on the stock
transfer books of the corporation. If delivered personally, the notice shall be
delivered not less than ten (10) days nor more than two (2) months before the
date of the meeting and shall be deemed to be delivered when actually received
by the shareholder. The person giving the notice shall certify that the notice
required by this paragraph has been given. Any shareholder may waive his right
to notice of annual or special meetings of shareholders either before, during,
or after any such meeting.
4. Quorum Requirements - A majority of the shares entitled to vote shall
constitute a quorum for the transaction of business. A meeting may be adjourned
despite the absence of a quorum, and notice of an adjourned meeting is not
necessary if the time and place to which the meeting is adjourned are announced
at the meeting at which the adjournment is taken. When a quorum is present at
any meeting and votes cast in favor of an action exceed votes cast in opposition
to such action, then such action shall constitute corporate action and shall
decide any question brought before that meeting, unless the question is one upon
which, by express provision of the corporation's charter, these by-laws, or by
the laws of the State of Tennessee, a larger or different vote is required, in
which case any such express provision shall govern the decision of that
question.
*2/10/98
1
<PAGE>
5. Voting and Proxies - Every shareholder entitled to vote at a meeting
may do so either in person or by written proxy, which proxy shall be filed with
the Secretary of the meeting before being voted. Any such proxy shall entitle
the holders of that proxy to vote at any adjournment of that meeting, but shall
not be valid after the final adjournment of that meeting. No proxy shall be
valid after the expiration of eleven (11) months from the date of its execution
unless the proxy provides otherwise.
ARTICLE II: BOARD OF DIRECTORS
1. Qualification and Election - Directors shall be shareholders and of
legal age but need not be residents of the State of Tennessee. A plurality of
the votes cast at an annual meeting of the shareholders (or a special meeting
called for such purpose) entitled to vote shall elect the Directors. Each
Director shall hold office until the expiration of the term for which he is
elected and thereafter until his successor has been elected and qualified.
2. Number - The number of Directors shall be fixed from time to time by
the shareholders or by a majority of the entire Board of Directors.
3. Meetings - The annual meeting of the Board of Directors shall be held
immediately after the adjournment of the annual meeting of the shareholders, at
which time the Board of Directors shall elect the officers of the corporation.
The Board of Directors also may designate more frequent intervals for regular
meetings. Special meetings may be called at any time by the Chairman of the
Board, the President, or any two (2) directors.
4. Notice of Director's Meetings - The annual and all regular Board
meetings may be held without notice. Special meetings shall be held upon notice
sent by any usual means of communication not less than two (2) days before the
special meeting. A Director may waive the right to receive notice before,
during, or after a meeting.
5. Quorum and Vote - The presence of a majority of the Directors shall
constitute a quorum for the transaction of business. (The Advisory Director(s)
shall not be counted towards establishing a quorum.) A meeting may be adjourned
despite the absence of a quorum, and notice of an adjourned meeting is not
necessary if the time and place to which the meeting is adjourned are fixed at
the meeting at which the adjournment is taken, and if the period of adjournment
does not exceed one month in any one adjournment. The vote of a majority of the
Directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors, unless the vote of a greater number is required by the
charter, these by-laws, or the laws of the State of Tennessee.
6. Executive and Other Committees - The Board of Directors, by a
resolution adopted by a majority of its members, may designate an executive
committee, consisting of three or more Directors, and other committees,
consisting of three or more persons who may or may not be Directors and may
delegate to any such committee or committees any and all authority that the
Board of Directors deems desirable, including the right to delegate to an
executive committee the power to exercise all the authority of the Board of
Directors, in the management of the affairs and property of the corporation.
All members of the Committee that exercise powers of the Board of Directors
must be members of the Board of Directors.
2
<PAGE>
ARTICLE III: OFFICERS
1. Number - The corporation shall have a Chairman, President and Chief
Executive Officer, a Secretary, and a Treasurer, and any other officer that the
Board of Directors from time to time shall deem necessary. The same person may
hold any two or more offices, except the offices of President and Secretary.
2. Election and Term - The Board of Directors shall elect the officers at
its annual meeting (or at a special meeting called for such purpose). Each
officer shall serve until the expiration of the term for which he is elected and
thereafter until his successor has been elected and qualified.
3. Duties - All officers shall have that authority and perform those
duties in the management of the corporation which are normally incident to their
offices and as the Board of Directors from time to time may provide. The
Secretary shall be responsible for the recording of the minutes of shareholders;
and Directors' meeting and shall have custody of the minute books of the
corporation.
ARTICLE IV: RESIGNATIONS, REMOVALS, AND VACANCIES
1. Resignations - Any officer or Director may resign at any time by giving
written notice to the Chairman of the Board of Directors, the President, or the
Secretary. Any such resignation shall take affect at the time specified in the
resignation, or, if no time is specified, then upon its acceptance by the Board
of Directors.
2. Removal of Officers - The Board of Directors may remove any officer or
agent whenever in the judgment of the Board of Directors the best interests of
the corporation will be served by the removal.
3. Removal of Directors - Any or all of the Directors may be removed
either with or without cause by a proper vote of the shareholders; and may be
removed with cause by a majority vote of the entire Board of Directors.
4. Vacancies - Newly created directorships resulting from an increase in
the number of Directors, and vacancies occurring in any office or Directorship
for any reason, including removal of an officer or Director, may be filled by
the vote of a majority of the Directors then in office, even if less than a
quorum exists.
ARTICLE V: CAPITAL STOCK
1. Stock Certificates - The Board of Directors may determine to issue to
each shareholder a certificate or certificates of capital stock of the
corporation in the form prescribed by the Board of Directors. Unless otherwise
decided by the Board of Directors, the certificates shall be signed by any two
of the following officers: President, Secretary, or Treasurer. The Board of
Directors also may elect, in lieu of issuing certificates, to provide for the
issuance of uncertificated shares of the capital stock of the corporation,
provided, however, that all shares of the same class must be either certificated
or uncertificated.
3
<PAGE>
2. Transfer of Shares - Subject to any restrictions on transfer imposed by
either the applicable securities laws or any shareholder agreement, shares of
stock may be transferred on the books of the corporation by delivery and
surrender of the properly assigned certificate or, with respect to a transfer of
uncertificated shares, a written order to the corporation, in a form acceptable
to the corporation, authorizing and instructing the corporation to effect the
transfer.
3. Loss of Certificates - In the case of the loss, mutilation, or
destruction of a certificate of stock, a duplicate certificate may be issued
upon the terms that the Board of Directors shall prescribe.
ARTICLE VI: ACTION BY CONSENT
Whenever the shareholders or Directors are required or permitted to take
any action by vote, the action may be taken without a meeting on written
consent. Such written consent shall (i) set forth the action so taken, (ii) be
signed by all the persons or entities entitled to vote on that action, (iii)
indicate each shareholder's or Director's vote or abstention, as the case may
be, and (iv) be delivered to the corporation for inclusion in the corporate
records.
ARTICLE VII: INDEMNIFICATION OF DIRECTORS, OFFICERS, AND OTHERS
1. Right to Indemnification - The corporation, to the fullest extent
permitted by applicable law as then in effect, shall indemnify any person (an
"Indemnitee") who was or is involved in any manner (including, without
limitation, as a party or a witness), or is threatened to be made so involved,
in any threatened, pending, or completed investigation, claim, action, suit, or
proceeding, whether civil, criminal, administrative, or investigative
(including, without limitation, any action, suit, or proceeding by or in the
right of the corporation to procure a judgment in its favor) (a "Proceeding") by
reason of the fact that he is or was a Director, officer, employee, or agent of
the corporation, or is or was serving at the request of the corporation, as a
Director, officer, or employee or agent of another corporation, partnership,
joint venture, trust, or other enterprise against all expenses (including
attorney's fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with any such Proceedings. This
indemnification shall be a contract right and shall include the right to receive
payment in advance of any expenses incurred by an Indemnitee in connection with
a Proceeding, consistent with the provisions of applicable law as then in
effect.
2. Contracts and Funding - The corporation may enter into contracts with
any Director, officer, employee, or agent of the corporation in furtherance of
the provisions of this Article VII, and may create a trust fund, grant a
security interest, or use other means (including, without limitation, a letter
of credit) to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Article VII.
3. Employee Benefit Plans - For purposes of this Article VII, references
to "other enterprises" shall include employee benefit plans and employee welfare
benefit plans; references to "fines" shall include any excise taxes assessed on
a person with respect to any employee benefit plan; and references to "serving
at the request of the corporation" shall include any service as a Director,
officer, employee, or agent, of the corporation which imposes duties on, or
involves services by, such Director, officer, employee, or agent with respect to
an employee benefit plan, its participants,
4
<PAGE>
or beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner not
opposed to the best interests of a corporation.
4. Indemnification Not Exclusive Right - The right of indemnification and
advancement of expenses provided in this Article VII shall not be exclusive of
any other rights to which a person seeking indemnification may otherwise be
entitled, under any statute, by-law, agreement, vote of shareholders or
disinterested Directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office. The provisions
of this Article VII shall inure to the benefit of the heirs and legal
representatives of any person entitled to indemnity under this Article VII and
shall be applicable to Proceedings commenced or continuing after the adoption of
this Article VII, whether arising from acts or omissions occurring before or
after such adoption.
5. Advancement of Expenses: Procedures - In furtherance, but not in
limitation, of the foregoing provisions, the following procedures and remedies
shall apply with respect to advancement of expenses and the right to
indemnification under this Article VII:
(a) Advancement of Expenses - All reasonable expenses incurred by or on
behalf of and Indemnitee in connection with any Proceeding shall be
advanced to the Indemnitee by the corporation within twenty (20) days
after the receipt by the corporation of a statement or statements from
the Indemnitee requesting such advance or advances from time to time,
whether prior to or after final disposition of a Proceeding. the
statement or statements shall reasonably evidence the expenses
incurred by the Indemnitee and, if required by law at the time of such
advance, shall include or be accompanied by an undertaking by or on
behalf of the Indemnitee to repay the amounts advanced if it should
ultimately be determined that the Indemnitee is not entitled to be
indemnified against such expenses.
(b) Written Request for Indemnification - To obtain indemnification under
this Article VII, an Indemnitee shall submit to the Secretary of the
corporation a written request, including such documentation and
information as is reasonably available to the Indemnitee and
reasonably necessary to determine whether and to what extent the
Indemnitee is entitled to indemnification (the "Supporting
Documentation"). The determination of the Indemnitee's entitlement to
indemnification shall be made within a reasonable time after receipt
by the corporation of the written request for indemnification together
with the Supporting Documentation. The Secretary of the corporation,
promptly upon receipt of such a request for indemnification, shall
advise the Board of Directors in writing that the Indemnitee has
requested indemnification.
(c) Procedure for Determination - An Indemnitee's entitlement to
indemnification under this Article VII shall be determined:
(i) by the Board of Directors by majority vote of a quorum (as
defined in Article II of these by-laws), consisting of Directors
not at the time parties to the Proceeding;
5
<PAGE>
(ii) if a quorum cannot be obtained under subdivision (i), by majority
vote of a committee duly designated by the Board of Directors (in
which designation Directors who are parties may participate),
consisting solely of two (2) or more Directors not at the time
parties to the Proceeding;
(iii) by independent special legal counsel:
(A) selected by the Board of Directors or its committee in the
manner prescribed in subdivision (i) or (ii); or
(B) if a quorum of the Board of Directors cannot be obtained
under subdivision (i) and a committee cannot be designated
under subdivision (ii), selected by majority vote of the
full Board of Directors (in which selection Directors who
are parties may participate), or
(iv) by the shareholders, but shares owned by or voted under the
control of Directors who are at the time parties to the
Proceeding may not be voted on the determination.
ARTICLE VIII: AMENDMENT OF BY-LAWS
These by-laws may be amended, supplemented, or repealed either by: (i) a
shareholders' vote in which an affirmative vote of the shares represented at any
duly constituted shareholders' meeting exceeds the shares voted in opposition
thereto, or (ii) a majority vote of the entire Board of Directors. The
shareholders, however, may amend or repeal any change in the by-laws made by the
Board of Directors.
ARTICLE IX: ADVISORY DIRECTORS
1. Duties of Advisory Directors - Each Advisory Director shall be
authorized and expected to participate fully in all the affairs of the Board of
Directors to the extent permitted by applicable laws; and each Advisory Director
shall be eligible for appointment on any and all committees of, or created by,
the Board of Directors.
2. Listing of Advisory Directors - In listing the Board in advertisements
and elsewhere, the Directors and Advisory Directors shall be listed
alphabetically in one listing with an * (asterisk), appearing after the name of
each Advisory Director. At an appropriate place on each such listing, the *
(asterisk) shall appear, followed by the words, "Advisory Director".
3. Appointment of Advisory Directors - Advisory Directors may be appointed
by the Directors of the corporation under the following conditions:
(a) When in the opinion of the Executive Management of the
Corporation an individual is available whose qualifications make
it desirable that he or she be elected to the Board of Directors,
it is recommended such individual be elected an Advisory
6
<PAGE>
Director; after having served as Advisory Director, this person
may be elected as Director. **
When an individual having been elected as a Director reaches the
age of 70, said Director shall serve until the end of the month
during which the Director reached age 70. * **
(b) This restriction shall in no way apply to members of the
subsidiary banks' Board of Directors as of September 14, 1965.
4. Term of Advisory Director(s) - The term of service of an Advisory
Director shall be at the will and pleasure of the Directors.
5. Quorum Requirements and Advisory Director(s) - Pursuant to these
by-laws, Advisory Directors shall not be considered when determining a quorum.
* 2/14/89
** 5/09/89
7
SEVERANCE AGREEMENT FOR CHIEF EXECUTIVE OFFICER
-----------------------------------------------
This SEVERANCE AGREEMENT FOR CHIEF EXECUTIVE OFFICER ("Agreement") is made
and entered into as of this 12th day of November, 1997, by C B & T, INC.
(together with its successors, the "Company") and JEFF GOLDEN (the "Executive").
WHEREAS, the Executive currently serves as Chief Executive Officer of the
Company; and
WHEREAS, the Company is currently contemplating the sale of the Company;
and
WHEREAS, the Company desires and intends to continue to employ the
Executive as Chief Executive Officer of the Company and wishes to encourage the
Executive to remain in such position during the negotiations for the sale of the
Company; and
WHEREAS, both the Company and the Executive have read and understood the
terms and provisions set forth in this Agreement, and have been afforded a
reasonable opportunity to review this Agreement with their respective legal
counsel.
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth in this Employment Agreement, the Executive and the Company agree as
follows:
1. DURATION: This Agreement will remain in effect until (1) the termination of
the Executive by the Company before a Change of Control of the Company (as
hereafter defined); (2) the voluntary resignation of the Executive before a
Change of Control of the Company; (3) the death or disability of the Executive
before a Change of Control; or (4) October 31, 1999, if there has been no Change
of Control of the Company before such date, whichever of the preceding four
conditions occurs first.
2. CHANGE IN CONTROL: If the Company should undergo a "Change of Control," whose
Effective Date is on or before October 31, 1999, and if the Executive remains in
continuous service as Chief Executive Officer of the Company until the Effective
Date of a Change of Control, and if the Executive is Terminated Without Good
Cause on or after thirty-six (36) months of the Effective Date of a Change of
Control, the parties agree as follows:
a. Compensation: Within thirty (30) days of the Termination Date, the
Company will pay the Executive the following:
(1) A lump sum cash payment equal to the Severance Factor times the
Monthly Rate of Pay of the Executive as of the Effective Date of a Change
of Control; where
(2) The Severance Factor is the number 36 less the number of complete
months elapsing from the Effective Date of the Change of Control until the
Termination Date.
1
<PAGE>
b. Definitions: For purposes of this Agreement, the terms "Change of
Control," "Effective Date of Change of Control," "Monthly Rate of Pay," and
"Termination Date," shall be defined the same as those definitions found in the
C B &T, Inc. Employee Severance Pay Plan, As Effective October 31, 1997 (the
"Plan"). The term "Termination without Good Cause" shall mean (a) the
termination of the Executive's employment or a substantial reduction in his
duties, salary or benefits, or the location at which he performs services, as in
effect the day prior to the Effective Date of a Change of Control (b) which is
for a reason other than those listed in the definition of a Termination for
Cause under the Plan.
c. Tax Liability: In the event that any compensation payable under this
Paragraph (the "Payment") is determined to be a "parachute payment" under
section 280G of the Internal Revenue Code of 1986, as amended (the "Code") or
any successor provision, subject to the excise tax imposed by section 4999 of
the Code or any successor provision (the "Excise Tax"), the Company agrees to
pay to the Executive an additional amount (the "Gross Up") such that the net
amount retained by the Executive, after receiving both the Payment and the Gross
Up after reduction by the sum of (i) any Excise Tax on the Payment and (ii) any
Federal, state and local income taxes on the Payment, is equal to the amount of
the Payment determined as if it were not a parachute payment under the Code.
For purposes of determining the Gross Up, the Executive shall be deemed to
pay Federal, state and local income taxes at the highest marginal rate of
taxation in his filing status for the calendar year in which the Payment is to
be made. State and local taxes shall be determined using the same rate
assumption, but based upon the Executive's domicile on the date of the Change of
Control. The determination of whether such Excise Tax is payable and the amount
of such Excise Tax shall be based upon the opinion of tax counsel selected by
the Company subject to the approval of the Executive. If such opinion is not
finally accepted by the Internal Revenue Service, then appropriate adjustments
shall be calculated (with Gross Up, if applicable) by such tax counsel based
upon the final amount of Excise Tax so determined. The final amount shall be
paid, if applicable, within thirty (30) days after such calculations are
completed.
3. SUCCESSORS AND ASSIGNS: The parties acknowledge and agree that this Agreement
may not be assigned by either party without the written consent of the other
party. In the event of the Executive's death, this Agreement shall be
enforceable by the Executive's estate, executors or legal representatives, but
only to the extent that such persons may collect any compensation due to the
Executive under this Agreement.
4. RULES OF CONSTRUCTION: The following provisions shall govern the
interpretation and enforcement of this Agreement:
2
<PAGE>
a. Severability: The parties acknowledge and agree that each provision of
this Agreement shall be enforceable independently of every other provision.
Furthermore, the parties acknowledge and agree that, in the event any provision
of this Agreement is determined to be unenforceable for any reason, the
remaining covenants and/or provisions will remain effective, binding and
enforceable.
b. Waiver: The parties acknowledge and agree that the failure of either to
enforce any provision of this Agreement shall not constitute a waiver of that
particular provision, or of any other provisions, of this Agreement.
c. Choice of Law: The parties acknowledge and agree that except as
specifically provided otherwise in this Agreement, the law of Tennessee will
govern the validity, interpretation and effect of this Agreement.
d. Modification: The parties acknowledge and agree that this Agreement
constitutes the complete and entire agreement between the parties with respect
to its subject matter (i.e, Severance Benefits arising out of the termination of
the Executive following a Change of Control); that the parties have executed
this Agreement based upon the express terms and provisions set forth herein;
that the parties have not relied on any representations, oral or written, which
are not set forth in this Agreement; that no previous agreement, either oral or
written, shall have any effect on the terms or provisions of this Agreement; and
that all previous agreements, either oral or written, are expressly superseded
and revoked by this Agreement. In addition, the parties acknowledge and agree
that the provisions of this Agreement may not be modified by any subsequent
agreement unless the modifying agreement (i) is in writing (ii) contains an
express provision referencing this Agreement (iii) is signed by the Executive
and (iv) is approved by the Board of Directors. This Agreement may not be
modified by the Company so as to diminish the Severance Benefits to the
Executive prior to a Change of Control of the Company that occurs on or before
October 31, 1999. Likewise, this Agreement may not be modified by the Purchaser
or the Company so as to diminish the Executive's benefits hereunder for three
years following the Effective Date of a Change of Control.
e. Execution: The parties agree that this Agreement may be executed in
multiple counterparts, each of which shall be deemed an Original for all
purposes.
f. Headings: The parties agree that the subject headings set forth at the
beginning of each paragraph in this Agreement are provided for ease of reference
only, and shall not be utilized for any purpose in connection with the
construction, interpretation or enforcement of this Agreement.
5. LEGAL CONSULTATION: The parties acknowledge and agree that both parties have
been accorded a reasonable opportunity to review this Agreement with legal
counsel prior to executing the agreement. The Executive acknowledges that the
firm of Jenkens & Gilchrist, a Professional Corporation, represents only the
Company with respect to this Agreement.
3
<PAGE>
6. NOTICES: The parties acknowledge and agree that any and all Notices required
to be delivered under the terms of this Agreement shall be forwarded by personal
delivery or certified U.S. mail. Notices shall be effective on the day of
receipt. Such Notices shall be addressed to each party as follows:
PROVIDE ADDRESSES FOR NOTICES
7. EMPLOYMENT STATUS. This Agreement will not be construed as giving to the
Executive, or other person, any legal or equitable right against the Company or
any person acting on behalf of the Company, except as expressly provided herein.
Likewise, nothing appearing in or done pursuant to the Agreement shall be held
or construed to create a contract of employment with the Executive or to
obligate the Company to continue the service of the Executive or to affect or
modify his or her terms of employment in any way, except to provide the
severance benefits stated herein.
EXECUTED on this 8 day of December, 1997, at McMinnville,
Tennessee.
/s/ Jeff Golden
---------------------------------------------
JEFF GOLDEN
C B & T, Inc.
By: /s/ M.T. Mullican
-----------------------------------
Title: Vice Chairman
4
C B & T, Inc.
EMPLOYEE SEVERANCE PAY PLAN
As Effective October 31, 1997
<PAGE>
C B & T, Inc.
EMPLOYEE SEVERANCE PAY PLAN
As Effective October 31, 1997
TABLE OF CONTENTS
-----------------
PAGE
----
ARTICLE I - PURPOSE AND SCOPE..................................................1
1.1 Purpose of Plan.....................................1
1.2 Plan Status.........................................1
ARTICLE II - DEFINITIONS.......................................................1
2.1 "Administrator".....................................1
2.2 "Affiliate".........................................1
2.4 "Claim Form"........................................2
2.7 "Company"...........................................2
2.9 "Eligible Employee".................................2
2.11 "ERISA".............................................3
2.12 "Independent Contractor"............................3
2.14 "Part-time Employee"................................3
2.15 "Plan"..............................................3
2.16 "Plan Year".........................................3
2.18 "Regular Employee"..................................3
2.19 "Severance Benefits"................................3
2.20 "Termination Date"..................................3
2.21 "Termination for Cause".............................3
2.22 "Termination Upon Natural Disaster".................4
2.23 "Temporary Employee"................................4
2.24 "Years of Service"..................................4
2.25 "Weekly Rate of Pay"................................4
ARTICLE III - ELIGIBLE EMPLOYEES...............................................4
ARTICLE IV - SEVERANCE BENEFITS................................................5
4.1 Requirements for Severance Benefits.................5
4.2 Amount of Severance Benefits........................5
ARTICLE V - PAYMENT OF SEVERANCE BENEFITS......................................6
5.1 Severance Benefits..................................6
5.2 Processing of Severance Payments....................6
5.3 Deductions From Severance Benefits..................6
5.4 Severance Benefits Are Not Compensation
for Other Benefits..................................7
5.5 Payment after Death.................................7
i
<PAGE>
ARTICLE VI - CLAIMS AND APPEAL PROCEDURES......................................7
ARTICLE VII - PLAN ADMINISTRATION..............................................8
7.1 In General..........................................8
7.2 Reimbursement and Compensation......................8
7.3 Rulemaking Powers...................................9
ARTICLE VIII - AMENDMENT AND TERMINATION.......................................9
ARTICLE IX - MISCELLANEOUS INFORMATION.........................................9
9.1 Limitation of Rights................................9
9.2 Governing Law.......................................9
9.3 Severability........................................9
9.4 Captions............................................9
9.5 Gender and Numbers.................................10
9.6 Spendthrift Provision..............................10
9.7 Mistaken Payments..................................10
9.8 Information Requested..............................10
ii
<PAGE>
C B & T, Inc.
EMPLOYEE SEVERANCE PAY PLAN
As Effective October 31, 1997
WHEREAS, C B & T, Inc. (the "Company") wishes to establish the C B & T,
Inc. Severance Pay Plan effective October 31, 1997 to provide certain severance
benefits to eligible persons under the terms and conditions provided therein;
and
NOW, THEREFORE, the Company hereby establishes the C B & T, Inc. Severance
Pay Plan ("Plan") effective October 31, 1997 to provide certain severance
benefits to eligible persons under the terms and conditions provided herein.
ARTICLE I - PURPOSE AND SCOPE
1.1 Purpose of Plan. The Company has established and maintains the Plan as
a severance program in connection with the potential Change of Control of the
Company (as defined in Section 2.5). The purpose of this Plan is to provide to
Eligible Employees certain Severance Benefits under the terms and conditions
specified in Article IV of the Plan and to provide financial security to
Eligible Employees who suffer a permanent job loss due to a Change of Control.
No other employee of the Company or any other person shall have any right to
benefits under this Plan.
1.2 Plan Status. The Company intends for the Plan to qualify as an
"employee welfare benefit plan" within the meaning of section 3(1) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Plan
shall, at all times, be interpreted and administered in accordance with ERISA
and any other pertinent provisions of Federal law.
ARTICLE II - DEFINITIONS
Wherever used herein, the following terms have the following meanings
unless the context clearly requires a different meaning:
2.1 "Administrator" means the Company or such other person or committee as
may be appointed from time to time by the Company to supervise the
administration of the Plan. The Administrator will be the named fiduciary for
purposes of section 402(a)(1) of ERISA with respect to all duties and powers
assigned to the Administrator hereunder and will be responsible for complying
with all reporting and disclosure requirements of Part I of Subtitle B of Title
I of ERISA.
2.2 "Affiliate" means any of the following for the Company: the Company and
(i) a member of a controlled group of corporations of which the Company is a
member, or (ii) an unincorporated trade or business which is under common
control with the Company as determined in accordance with Code Section 414(c)
and regulations issued thereunder. Subject to Code Section 415(h), a "controlled
group of corporations" shall mean a controlled group of corporations as defined
in Code Section 414(b). The definition of an "Affiliate" of the Purchaser will
be the same, except to the extent of substituting "Purchaser" for "Company" for
purposes of this Definition only.
1
<PAGE>
2.3 "Annual Rate of Pay" means an Eligible Employee's Compensation
calculated on an annual basis.
2.4 "Claim Form" means the claim form attached as Attachment A or any other
form designated by the Administrator in its sole and absolute discretion to be
completed by an Eligible Employee to claim Severance Benefits under the Plan.
The Administrator in its exclusive discretion shall decide the required content
of the Claim Form and may modify such content as its deems appropriate in its
exclusive discretion from time to time.
2.5 "Change of Control" shall be deemed to have occurred in any of the
following instances:
a. the Company or the Bank is merged or consolidated with another
corporation and as a result of such merger or consolidation less than
fifty percent (50%) of the outstanding voting securities (on a fully
diluted basis) of the surviving or resulting corporation are owned in
the aggregate by the former shareholders of the Company;
b. the Company or the Bank sells all or substantially all of its assets
to another corporation; or
c. there is an acquisition of fifty percent (50%) or more of the
outstanding voting securities of the Company or the Bank pursuant to
any transaction or combination of transactions by any person or group
within the meaning of the Securities Exchange Act of 1934, as amended.
2.6 "Compensation" means the Eligible Employee's base salary or base rate
of pay at his Termination Date, excluding any extraordinary or premium pay such
as shift differentials, bonuses, commissions, incentive payments, benefits, car
allowances, or overtime compensation. The Administrator shall determine the
Eligible Employee's Compensation and its determination shall be binding and
conclusive on all persons.
2.7 "Company" means C B & T, Inc. and its U.S. subsidiaries or any
successor thereto, which elects to continue the Plan.
2.8 "Effective Date of a Change of Control" means the effective date of a
Change of Control, as defined in Section 2.5.
2.9 "Eligible Employee" means an individual who the Administrator
determines to be qualified as an Eligible Employee under the terms and
conditions specified in Article III of the Plan as it shall be amended from time
to time. Only Eligible Employees who satisfy all applicable terms and conditions
of the Plan may receive Severance Benefits.
2
<PAGE>
2.10 "Executive Officer" means an individual who is a senior vice president
or above as of October 31, 1997.
2.11 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.
2.12 "Independent Contractor" means an individual contracted for a specific
assignment that is of specific duration. A verbal or written contract may be in
effect.
2.13 "Monthly Rate of Pay" means an Eligible Employee's Compensation
calculated on a monthly basis.
2.14 "Part-time Employee" means a person whose work week is regularly
scheduled to be less than thirty hours a week.
2.15 "Plan" means the C B & T, Inc. Employee Severance Pay Plan as set
forth herein, together with any amendments and attachments hereto as shall be
adopted from time to time.
2.16 "Plan Year" means the twelve-month period that begins on each January
1, and ends on the following December 31.
2.17 "Purchaser" means the survivor of any merger, the resulting company of
any consolidation, or the purchaser of stock or assets in a Change in Control as
defined in Section 2.5.
2.18 "Regular Employee" means an individual who (a) was hired by the
Company to perform services as a regular common law employee (whose employment
is not the subject of any type of collective bargaining agreement) on a
full-time basis in a position that the Company expected to be continuous in
nature and who was an employee of the Company on October 31, 1997, (b) who was
continuously employed by the Company from October 31, 1997 until his Termination
Date; (c) who was performing services on a full-time basis as a regular common
law employee of the Company or a Purchaser of the Company on his Termination
Date provided that the Termination Date occurs no later than six (6) months
following the Effective Date of a Change of Control, and (d) who is not a
director of the Company or a Purchaser.
2.19 "Severance Benefits" means the benefits provided under the terms and
conditions specified in Article IV of the Plan.
2.20 "Termination Date" means the date upon which the Company or the
Purchaser designates as the effective date of the Eligible Employee's
termination of employment where such termination of employment with the Company
occurs on or after the Effective Date of a Change of Control.
2.21 "Termination for Cause" means an involuntary termination of employment
based upon an Employee's commission of any of the following:
3
<PAGE>
(a) an intentional act of fraud, embezzlement or theft in connection
with his duties or in the course of his employment with the
Company;
(b) intentional damage to property of the Company;
(c) intentional wrongful disclosure of trade secrets or confidential
information of the Company;
(d) willful violation of any law, rule or regulation (other than
traffic violations or similar offenses) or final cease and desist
order;
(e) intentional breach of fiduciary duty owed to the Company
involving personal profit; or
(f) gross misconduct.
2.22 "Termination Upon Natural Disaster" means an involuntary termination
of employment which is caused by the occurrence of a natural disaster outside of
the direct control of the Company (i.e. earthquake, fire, flood, explosion,
bombing, picketing or strike).
2.23 "Temporary Employee" means a person contracted through a temporary
service company, agency, employee leasing company, staffing company, or a person
individually who supplements the work force temporarily, to perform services as
a temporary employee, or is otherwise hired to perform services for the Company
and is not classified on the Company's books as a regular common law employee of
the Company.
2.24 "Years of Service" means the number of complete consecutive 12 month
periods of time for which an Eligible Employee has been on the Company payroll
from his last date of hire to his Termination Date.
2.25 "Weekly Rate of Pay" means an Eligible Employee's Compensation
calculated on a weekly basis.
ARTICLE III - ELIGIBLE EMPLOYEES
An individual will qualify as an Eligible Employee only if the individual
satisfies each of the following conditions:
(a) The individual was employed by the Company or the Purchaser as a
Regular Employee of the Company or the Purchaser on the date the
Company or the Purchaser notified the individual that it was
involuntarily terminating his employment;
(b) The individual was involuntarily terminated from employment with
the Company on or within six (6) months after the Effective Date
of a Change of Control, but not later than October 31, 1999, and
4
<PAGE>
for a reason other than: (i) a Termination for Cause; (ii)
Termination Upon Natural Disaster; (iii) termination of
employment with the Company where the individual is immediately
transferred to an Affiliate Company of the Company or the
Purchaser to a similar or equivalent position with no decrease in
base pay; (iv) termination due to the sale of the Company where
the individual is immediately hired by the Purchaser to a similar
or equivalent position with no decrease in base pay;
(c) Prior to the date that the Company notified the individual of his
employment termination the individual did not: (1) voluntarily
terminate employment or notify the Company of his intent or
election to terminate employment at some future date by
resignation (either voluntarily or in lieu of Termination for
Cause), failure to appear for work, or retirement; or (2)
terminate employment upon the expiration of disability leave;
(d) The Employee is either (a) an Officer of the Company as of
October 31, 1997, or (b) a Regular Employee with at least 5 Years
of Service for the Company as of October 31, 1997.
(e) The Administrator determines that the individual satisfies all
other conditions under the Plan required to qualify as an
Eligible Employee and that the individual is not otherwise
disqualified or excluded from eligibility under the terms of the
Plan.
If an individual does not meet these conditions and all other requirements of
the Plan, he will not be entitled to any Severance Benefits under this Plan.
Casual Employees, Independent Contractors, Part-Time Employees and Temporary
Employees are not Regular Employees. This means that, except as provided in
IX(a), Independent Contractors, Temporary Employees, and Part-Time Employees are
not eligible for Severance Benefits.
ARTICLE IV - SEVERANCE BENEFITS
4.1 Requirements for Severance Benefits. The Plan shall pay Severance
Benefits in accordance with this Article IV only to Eligible Employees.
4.2 Amount of Severance Benefits. The amount of Severance Benefits will be
determined in accordance with this Paragraph.
(a) Non-Officer Employees. The amount of the Severance Benefits for
Eligible Employees who are not officers of the Company as of
October 31, 1997, will equal the product of (a) the Weekly Rate
of Pay of the Eligible Employee on his Termination Date,
multiplied by (b) the Year of Service for the Eligible Employee,
up to a maximum Severance Benefit of 10 weeks.
5
<PAGE>
(b) Non-Executive Officers. The amount of the Severance Benefits for
Eligible Employees who are officers of the Company, but who are
not Executive Officers of the Company, will be one month
severance pay (according to the Monthly Rate of Pay of the
Employee) for each $10,000.00 of the officer's Annual Rate of Pay
as of the Termination Date with a minimum Severance Benefit of
three times the officer's Monthly Rate of Pay.
(c) Executive Officers. The amount of Severance Benefits for
Executive Officers of the Company (other than the Chief Executive
Officer) shall be equal to the Annual Rate of Pay of the Eligible
Employee as of his Termination Date.
(d) Chief Executive Officer. The Chief Executive Officer is not an
Eligible Employee under this Plan.
ARTICLE V - PAYMENT OF SEVERANCE BENEFITS
Any Severance Benefits payable under the Plan shall be paid as specified in
this Article V of the Plan or in accordance with such other uniform
nondiscriminatory rules as the Administrator, in its exclusive discretion, deems
appropriate.
5.1 Severance Benefits. The Plan will automatically pay the Severance
Benefits, if any, payable to an Eligible Employee on or before the
next regularly scheduled payroll date after the Termination Date of
the Eligible Employee. Severance Benefits shall be paid in a single
lump sum cash payment.
5.2 Processing of Severance Payments. Except as required otherwise by
state or local law, all Severance Benefits shall be processed and paid
on the Company's regular payroll dates.
5.3 Deductions From Severance Benefits. The following items will be
deducted from any Severance Benefits payable under this Plan:
(a) All required Federal, state and local taxes;
(b) To the extent permitted by law, any amounts owed to the Company
by an Eligible Employee;
(c) Any compensation or other payments that the Eligible Employee
receives (or may be entitled to receive) on termination of
employment pursuant to any rights or entitlement that the
Eligible Employee possesses or asserts pursuant to a written or
oral employment agreement with the Company or any successor
thereto, regardless of whether the term of such agreement is
expired or unexpired as of the Eligible Employee's Termination
Date; and
6
<PAGE>
(d) Any compensation or other payments that the Eligible Employee
receives (or may be entitled to receive) on termination of
employment pursuant to any rights under any severance plan of
Purchaser.
By acceptance of any Severance Benefits from the Plan the Eligible Employee
shall be deemed to have agreed to adhere to all terms of the Plan. The Eligible
Employee also shall be deemed to agree that the Eligible Employee will repay any
Severance Benefits that the Administrator determines he has received from the
Plan in excess of the amount provided under the Plan.
5.4 Severance Benefits Are Not Compensation for Other Benefits. Severance
Benefits are not considered as covered compensation for benefit plan purposes.
The number of weeks of Severance Benefits provided to an Eligible Employee shall
not be considered in calculating the Eligible Employee's entitlement, if any, to
vacation, sick leave, bonus, incentive compensation, retirement or other
benefits except as is specifically provided in the Company's other employee
benefit plans. In addition, except as required by law, all employee benefits
cease as of the Eligible Employee's Termination Date.
5.5 Payment after Death. If an Eligible Employee dies before Severance
Benefits have been paid in full, the remaining Severance Benefits will be paid
to the Participant's estate. The Plan shall be discharged fully and completely
to the extent of any payment made to any such estate.
5.6 Release. The Administrator, in his sole and absolute discretion, may
require an Eligible Employee to sign a Release, in a form prescribed by the
Company, that releases all claims that the Eligible Employee may have, whether
known or unknown, arising out of or related to his employment with the Company
or the Purchaser, including claims arising out of Title VII of the Civil Rights
Act of 1964, as amended, the Age Discrimination in Employment Act, the Americans
with Disabilities Act, the Equal Pay Act, and any and all State and Federal
statutes concerning employment. In the event that an Eligible Employee does not
execute such a Release within forty-five days of receipt of such Release, the
Administrator shall not pay any Severance Benefits to the otherwise Eligible
Employee; further, the Administrator shall withhold any Severance Benefits until
such Release has been executed and until any revocation period for the Release
has expired.
ARTICLE VI - CLAIMS AND APPEAL PROCEDURES
Severance Benefits payable under this Plan shall be paid automatically on
or before the next regularly scheduled payroll date after the period in
paragraph 5.6 has expired. In the event an employee fails to receive a Severance
Benefit to which he believes he is entitled, he must make a claim for Severance
Benefits in writing to the Administrator describing the claim and asking the
Administrator to rule on the claim's validity under the terms of the Plan. With
respect to any claim for the requested Severance Benefits, the Administrator
will then issue a decision on whether the claim is denied or granted within 90
days after receiving the claim, unless special circumstances require an
extension of time for processing the claim, in which case a decision will be
7
<PAGE>
rendered not later than 180 days after receipt of the claim. Written notice of
the extension will be furnished to the employee prior to the expiration of the
initial 90 day period and will indicate the special circumstances requiring an
extension of time for processing the claim and will indicate the date the
Administrator expects to render its decision. If the claim is denied in whole or
in part, the decision in writing by the Administrator must include the specific
reasons for the denial and reference to the Plan provisions on which the denial
is based. The decision must also include a description of any additional
information which the employee needs to submit in order to refile the claim,
along with an explanation of why such additional information is necessary and
how the procedure for reviewing claims works. If the notice of denial is not
furnished in accordance with the above procedure, the claim shall be deemed
denied and the employee is permitted to proceed with the review procedure.
If his claim is denied in whole or in part, an employee may appeal in
writing a denial of the claim, in part or in whole, and request a review by the
Administrator. The appeal must be submitted within 60 days after notice of the
denial of the claim. The employee may request in writing to review copies of
pertinent Plan documents in connection with the appeal. The Administrator will
review the appeal and notify the employee of the final decision within 60 days
after receiving the request for review (unless the Administrator requires an
extension due to special circumstances, in which case the final decision will be
made within 120 days after the Administrator receives the request for review).
The notice of the final decision must include the specific reasons for the
decision and specific references to the pertinent Plan provisions on which the
Administrator's decision is based. If the employee is dissatisfied with the
Administrator's review decision, the employee has the right to file suit.
A deceased employee's beneficiary should follow the same claims procedure
in the event of the employee's death.
ARTICLE VII - PLAN ADMINISTRATION
7.1 In General. The general administration of the Plan and the duty to
carry out its provisions shall be vested in the Administrator, which shall be
the named fiduciary of the Plan for purposes of ERISA. The Plan and Severance
Benefits under the Plan shall be administered by the Administrator appointed
from time to time by the Company. The Administrator may, in its discretion,
secure the services of other parties, including agents and/or employees to carry
out the day-to-day functions necessary to an efficient operation of the Plan.
The Administrator shall have the exclusive right to interpret the terms of the
Plan, to determine eligibility for coverage and benefits, and to make such other
determinations and to exercise such other powers and responsibilities as shall
be provided for in the Plan or shall be necessary or helpful with respect
thereto and its good faith interpretation shall be binding and conclusive upon
all persons.
7.2 Reimbursement and Compensation. The Administrator shall receive no
compensation for its services as Administrator, but it shall be entitled to
reimbursement for all sums reasonably and necessarily expended by it in the
performance of such duties.
8
<PAGE>
7.3 Rulemaking Powers. The Administrator shall have the power to make
reasonable rules and regulations required in the administration of the Plan, to
make all determinations necessary for the Plan's administration, except those
determinations which the Plan requires others to make, and to construe and
interpret the Plan wherever necessary to carry out its intent and purpose and to
facilitate its administration. The Administrator and the Company, with respect
to all duties assigned to such entities hereunder, shall have the exclusive
right to interpret the terms of the Plan and determine eligibility for coverage
and benefits under the Plan and its good faith interpretation shall be binding
and conclusive on all persons. In the exercise of such discretionary powers, the
Administrator shall treat all similarly-situated Eligible Employees uniformly
and equitably under the Plan. No action may be brought for benefits under the
Plan until a claim has been submitted and the appeal rights under the Plan have
been exhausted.
ARTICLE VIII - AMENDMENT AND TERMINATION
This Plan will terminate automatically, and without any action by the Board
of Directors of the Company or the Administrator, if there has been no Change of
Control of the Company by October 31, 1999. After October 31, 1999, the Company,
acting through its Chief Executive Officer or such other person or committee
appointed by its Board of Directors, reserves the right to amend or terminate
the Plan at any time, without the consent of any person or entity. Such
amendment or termination shall not affect benefits to which an Eligible Employee
who has already been terminated may be entitled to under the Plan prior to such
amendments or termination.
ARTICLE IX - MISCELLANEOUS INFORMATION
9.1 Limitation of Rights. Neither the establishment of the Plan nor any
amendment thereof, nor the payment of any benefits, will be construed as giving
to any Eligible Employee, or other person any legal or equitable right against
the Company or any person acting on behalf of the Company, except as expressly
provided herein. Likewise, nothing appearing in or done pursuant to the Plan
shall be held or construed to create a contract of employment with any Eligible
Employee, to obligate the Company to continue the service of the Eligible
Employee or to affect or modify his or her terms of employment in any way.
9.2 Governing Law. The provisions of the Plan shall be construed, enforced
and administered according to ERISA and any otherwise applicable Federal law
and, to the extent not preempted by Federal law, the laws of the State of
Tennessee.
9.3 Severability. If any provision of the Plan is held invalid or
unenforceable, its validity or unenforceability shall not affect any other
provisions of the Plan, and the Plan shall be construed and enforced as if such
provision had not been included herein.
9.4 Captions. The captions contained herein are inserted only as a matter
of convenience and for reference and in no way define, limit, enlarge or
describe the scope or intent of the Plan, nor in any way shall affect the Plan
or the construction of any provision thereof.
9
<PAGE>
9.5 Gender and Numbers. A pronoun or adjective in the masculine or feminine
gender include both genders, and the singular includes the plural, and vice
versa, unless the context clearly indicates otherwise.
9.6 Spendthrift Provision. No benefit, right or interest of any person
hereunder shall be subject to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or charge, seizure, attachment or legal,
equitable or other process or be liable for, or subject to, the debts,
liabilities or other obligations of such persons, except as otherwise required
by law.
9.7 Mistaken Payments. Any amounts paid to a Eligible Employee or other
person in excess of the amount to which he is entitled hereunder shall be repaid
by the Eligible Employee or other person promptly following receipt by the
Eligible Employee or other person of a notice of such excess payments. In the
event such repayment is not made by the Eligible Employee or other person, such
repayment shall be made, at the discretion of the Administrator, either by
reducing or suspending future payments hereunder to the Eligible Employee or
other person, or by requiring an assignment of a portion of the Eligible
Employee or other person's earnings, until the amount of such excess payments
are recovered by the Administrator.
9.8 Information Requested. Eligible Employee or other persons shall provide
the Company, the Administrator, and their authorized representatives with such
information and evidence, and shall sign such documents, as may reasonably be
requested from time to time for the purpose of administration of the Plan.
C B & T, Inc.
By: /s/ Jeffrey A. Golden
-----------------------------------
Its: Chairman, President & CEO
10
<PAGE>
Attachment ___ to the C B & T, Inc.
Employee Severance Pay Plan
C B & T, Inc.
EMPLOYEE SEVERANCE PAY PLAN
CLAIM FORM
Name of Plan: C B & T, Inc. Employee Severance Pay Plan
THIS CLAIM FORM MUST BE RETURNED
WITHIN THIRTY (30) WORKING DAYS OF YOUR DATE OF TERMINATION
As explained in the C B & T, Inc., Employee Severance Pay Plan and Summary
Plan Description, you may make a claim for Severance Benefits by completing and
signing this form. If you apply for Severance Benefits and the Administrator
determines that you otherwise satisfy the requirements to qualify for those
benefits and approves your application, you will receive Severance Benefits
pursuant to the terms of the C B & T, Inc. Severance Pay Plan. To make a claim
for Severance Benefits, return the completed form to the Administrator, c/o
Human Resources Department of C B & T, Inc., 101 E. Main Street, McMinnville, TN
37110, within thirty (30) days of your Termination Date.
I have read the C B & T, Inc. Employee Severance Pay Plan Summary Plan
Description, and I understand my rights under it. I understand that my claim for
Severance Benefits under the Plan will be reviewed by the Administrator and that
approval of my application for Severance Benefits will be granted or denied
based on the terms of the C B & T, Inc. Employee Severance Pay Plan.
Your signature:
----------------------------
Your Printed Name:
----------------------------
Date:
----------------------------
Address:
----------------------------
Telephone:
----------------------------
- --------------------------------------------------------------------------------
Received by Administrator:_________________________Date:__________Time:_________
Severance Claim, check only ONE:_____________Approved _____________Disapproved
By: _____________________________
Manager Human Resources
Severance Date:__________________
Reason for Disapproval (if applicable):_________________________________________
11
Exhibit 21
<TABLE>
<CAPTION>
CB&T, INC.
SUBSIDIARIES OF THE REGISTRANT
Legal Name of Subsidiary
Principal Trade Name(s) Used State of Organization Type of Entity Percentage Owned
- ---------------------------- --------------------- -------------- ----------------
<S> <C> <C> <C>
City Bank & Trust Company Tennessee Corporation 100%
City Bank & Trust
CBT Realty, Inc. Tennessee Corporation 100%
CBT Realty
CBT Insurance, Inc. Tennessee Corporation 100%
CBT Insurance
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
Article 9 Financial Data Schedule for City Bank & Trust Company
</LEGEND>
<CIK> 000357130
<NAME> City Bank & Trust Company
<MULTIPLIER> 1,000
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1.00
<CASH> 8,336
<INT-BEARING-DEPOSITS> 120
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 103,695
<INVESTMENTS-MARKET> 105,404
<LOANS> 147,248
<ALLOWANCE> (1,913)
<TOTAL-ASSETS> 268,486
<DEPOSITS> 219,143
<SHORT-TERM> 4,273
<LIABILITIES-OTHER> 3,397
<LONG-TERM> 6,787
830
0
<COMMON> 0
<OTHER-SE> 34,056
<TOTAL-LIABILITIES-AND-EQUITY> 268,486
<INTEREST-LOAN> 14,043
<INTEREST-INVEST> 6,331
<INTEREST-OTHER> 216
<INTEREST-TOTAL> 20,590
<INTEREST-DEPOSIT> 8,779
<INTEREST-EXPENSE> 9,323
<INTEREST-INCOME-NET> 11,267
<LOAN-LOSSES> 413
<SECURITIES-GAINS> 36
<EXPENSE-OTHER> 6,951
<INCOME-PRETAX> 6,025
<INCOME-PRE-EXTRAORDINARY> 4,271
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,271
<EPS-PRIMARY> 16.16
<EPS-DILUTED> 16.16
<YIELD-ACTUAL> 8.22
<LOANS-NON> 2
<LOANS-PAST> 821
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 581
<ALLOWANCE-OPEN> 1,931
<CHARGE-OFFS> 614
<RECOVERIES> 183
<ALLOWANCE-CLOSE> 1,913
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
